What performance is due?

Question 1

What is the rule re: performance at common law?

Answer 1

• a party’s duty is to SUBSTANTIALLY PERFORM all that is called for in the K

Question 2

What is the general rule re: performance under UCC Art 2?

Answer 2

“perfect tender” = delivery and condition of goods must be exactly as promised

Question 3

What is the rule re: UCC Art 2 and good faith?

Answer 3

• Art 2 requires all parties to perform in good faith

- this is non-waivable

Question 4

What is a non-carrier case?

Answer 4

A non-carrier case is a sale in which it appears that the parties did NOT intend that the goods be moved by a carrier.

Question 5

What is seller’s obligation re: tender of delivery in a non-carrier case?

Answer 5

• seller must put and hold conforming goods at buyers disposition for a time sufficient for buyer to take possession
• seller must give buyer notice reasonably necessary to enable her to take possession
• tender must be at a reasonable hour
• in absence of agreement otherwise, place of delivery is seller’s place of business, or if there is none, their residence

Question 6

What is a carrier case?

Answer 6

A carrier case is a sale in which it appears parties intended to use a carrier to move goods.

Question 7

What are the two types of carrier cases?

Answer 7

1. “Shipment contracts” - Seller has not agreed to tender at a particular destination
2. “Destination contracts” - Seller has agreed to tender goods at specific destination
   EXAMPLE –> F.O.B. buyer’s warehouse

Question 8

What is seller’s obligation re: tender of delivery under a “Shipment Contract”?

Answer 8

In absence of agreement otherwise, the seller need not see that the goods reach the buyer, but need only:

1. put goods into hands of reasonable carrier and make reasonable K for their transportation to buyer;
2. obtain and promptly tender any documents required by contract or usage and trade or otherwise necessary to enable buyer to take possession;
3. promptly notify buyer of the shipment

Question 9

What is seller’s obligation re: tender of delivery under a “Destination Contract”?

Answer 9

If K requires seller to tender delivery of goods at a particular location (ie.. F.O.B. buyer’s warehouse), seller must, at the destination, put and hold conforming goods at buyer’s disposition

Question 10

What is the rule re: payment in non-carrier case?

Answer 10

Unless K provides otherwise, payment is due in cash a tender of delivery

Question 11

What is the rule re: payment in carrier case?

Answer 11

Unless K provides otherwise, payment is due only at time and place when buyer RECEIVES goods.

THUS:

If shipment case –> when goods are put in hands of carrier

If destination case –> when goods reach named destination

Question 12

What is the rule re: payment in installment contracts?

Answer 12

Seller may demand payment for each installment if the price can be so apportioned, unless a contrary intent appears

Question 13

What is the rule re: buyer’s right to inspection?

Answer 13

Buyer has right to inspect goods before she pays unless K provides for payment C.O.D. or otherwise indicates that buyer has promised to pay without inspecting the goods